Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
Sole paragraph. It is the responsibility of:
I.
Senior Executive Vice-Presidents: to assist the CEO in the discharge of the
CEO's functions;
II. Executive Vice Presidents: exercise the duties assigned by the Chief
Executive Officer or the Board of Directors.
III. Investor Relations Officer: (i) coordinate, manage, steer and supervise the
relationship with investors, as well as represent the Bank before shareholders, investors,
market analysts, the Brazilian Securities and Exchange Commission, and other institutions
related to the activities performed in the capital market, in Brazil and abroad; and (ii)
other duties from time to time determined by the Board of Directors.
IV. Executive Officers: conduction of the activities of the Bank's departments
and areas under his/her responsibility and advise the other members of the Executive
Board; and
V.
Officers with no specific designation: to coordinate the areas attributed to
them by the Executive Board.
TITLE V
FISCAL COUNCIL
Art. 28. The Company shall have a Fiscal Council, which will not function
permanently, consisting of at least three (3) members, with a maximum of five (5), and an
equal number of deputies, who may or may not be shareholders and who, if elected, shall
be elected at the General Meeting, with the possibility of reelection.
§ 1º Only individual persons, resident in Brazil and meeting the legal
requirements, may be elected to the Fiscal Council.
§ 2º The compensation of the members of the Fiscal Council shall be fixed at the
General Meeting when they are elected, subject to the provisions of Article 162,
paragraph 3, of Law No. 6.404/76.
Art. 29. The Fiscal Council shall have the attributes and powers
conferred on it by law.
TITLE VI
AUDIT COMMITTEE
Art. 30. The company will have an Audit Committee comprising at
least 3 (three) and at the most 6 (six) members appointed by the Board of
Directors, including persons, members or otherwise of the Board of
Directors who meet the legal and regulatory requirements for exercising the
position, including the requisites that ensure their independence, one of
which is proven knowledge of the fields of accounting and audit, with a
term of office of 1 (one) year, extending to the date of the investiture of the
substitute members and being allowed the reappointment for up to 4 (four)
consecutive reelections permitted under applicable legislation.
§ 1º Once the maximum limit for reappointments provided for in this
Article 30 is achieved, the member of the Audit Committee may only join
such body in the Company after at least three (3) years after the end of their
previous term of office.
§ 2º Up to one third (1/3) of the members of the Audit Committee
may be reappointed to such body for an additional term of one (1) year,
waiving the interstitial of three (3) years provided for in § 1, above.
§ 3º When the members of the Audit Committee are to take office,
its Coordinator will be appointed.
§ 4° The Audit Committee shall report directly to the Company's
Board of Directors.
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